Delic Holdings Inc. (“DELIC” or the “Company“) (CSE: DELC) (OTCQB: DELCF), a psychedelic wellness-focused company, is pleased to announce that its acquisition target, Complex Biotech Discovery Ventures Ltd. (“CBDV“), has closed its previously-announced non-brokered private placement (the “Offering“) of 11,441,189 subscription receipts of CBDV (the “Subscription Receipts“) at a price of CAD$0.30 per Subscription Receipt for gross proceeds of $3,432,356. The gross proceeds of the Offering will be held by an escrow agent until satisfaction of the Escrow Release Conditions (as defined below).
Each Subscription Receipt entitles the holder thereof to receive, in certain circumstances, one (1) common share of CBDV (“Common Share“) and one (1) Common Share purchase warrant (“Warrant“), with each Warrant entitling the holder thereof to purchase one (1) Common Share (“Warrant Share“) at a price of $0.40 for a period of twenty-four (24) months after the closing of the acquisition by DELIC of CBDV (the “Transaction“).
Following the completion, satisfaction or waiver of all conditions precedent to the Transaction prior to 5:00 pm (Vancouver time) on June 30, 2021 (the “Escrow Release Conditions“), and immediately prior to closing of the Transaction: (i) each Subscription Receipt will be converted into one Common Share and one Warrant, which, concurrent with the closing of the Transaction, will be immediately exchanged for one subordinate voting share of DELIC and one subordinate voting share purchase warrant of DELIC having the same terms as the Warrants, respectively; and (ii) the gross proceeds of the Offering will be released to CBDV.
If the Transaction is not completed by 5:00 pm (Vancouver time) on June 30, 2021, holders of the Subscription Receipts will receive from the escrow agent an amount equal to their full subscription price.
Matt Stang, Co-Founder and CEO, stated “The closing of this private placement continues to show our shareholders that we are committed to expanding the DELIC platform as we move closer towards finalizing our acquisition of CBDV and more. We are committed to ensuring the best interests of our shareholders and helping bring greater access to psychedelic wellness to everyone.”
The net proceeds from the Offering shall be used to increase DELIC’s cash position, to execute on DELIC’s business plan, for working capital and for general corporate expenses.
Complex Biotech Discovery Ventures Ltd. (“CBDV”), based at the University of British Columbia in Vancouver, BC, is a licensed cannabis and psilocybin research laboratory focused on extraction optimization, analytical testing, and process development. Founded by award-winning chemists, Dr. Markus Roggen and UBC Professor Glenn Sammis, CBDV uses precision chemical analytics and metabolomics identification to advance the cannabis and psilocybin industries.
DELIC Always Expanding. In All Ways.
DELIC is the leading psychedelic wellness platform, committed to bringing science-backed benefits to all and reframing the psychedelic conversation. The company owns and operates an umbrella of related businesses, including trusted media and e-commerce platforms like Reality Sandwich and Delic Radio, Complex Biotech Discovery Ventures (under binding acquisition agreement) the first licensed entity by Health Canada to conduct research and development of psilocybin vaporization technology, MeetDelic the premiere psychedelic wellness event, and Ketamine Infusion Centers (under binding acquisition agreement), one of the largest ketamine clinics in the country. DELIC is backed by a team of industry and cannabis veterans and a network whose mission is to provide education, research, high-quality products, and treatment options to the wellness and psychedelics industries.
The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and does not accept responsibility for the adequacy or accuracy of this release.
Forward-Looking Information and Statements
This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of DELIC’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. The forward-looking information and forward-looking statements contained herein may include, but are not limited to, closing of the Transaction, satisfaction of the Escrow Release Conditions, use of proceeds of the Offering, and expectations for other economic, business, and/or competitive factors.
By identifying such information and statements in this manner, DELIC is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of DELIC to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, DELIC has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the ability of the parties to consummate the Transaction; the ability to satisfy the conditions to closing of the Transaction and the Escrow Release Conditions on the proposed terms and schedule; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the transaction.
Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.
Although DELIC believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and DELIC does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to DELIC or persons acting on its behalf is expressly qualified in its entirety by this notice.
SOURCE Delic Holdings Inc.